Benefit Corporations: Towards a Renewed Shareholder Primacy?

The purpose of this study is to ponder how the benefit corporations (bc) lead to a new organizational primacy by perusing wellness for all the stakeholders. Therefore, bc are compared with the norm of the shareholder primacy, from three perspectives: property and control, prioritized interests, and fiduciary duties. It is concluded that in the bc: a) property and control remain in shareholders who hold the power to create or finish bc's commitments, and the mechanisms to guarantee the fulfillment of the purpose of the organization; b) maximization of the value in bc is different because it pursuits the wellbeing of all the stakeholders, nevertheless, it is pointed out that this goal is difficult to reach; c) although fiduciary duties are enlarged to consider possible effects of bc on all stakeholders, this does not imply an obligation of the organization with any of these groups, in practice, only the discretion of managers who keep their loyalty and care towards shareholders is enlarged.